TERMS AND CONDITIONS

PLEASE READ THESE USER TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SITE.

The following constitute the terms of Terms and Conditions (“Terms and Conditions”) between you (“you”, “your”, “purchaser”) and GoldRush Entertainment, Inc. (referred to as the “Company,” “we,” or “us”) with respect to your use of this web site at goldrushentertainment.com (“Site”). The Company operates this Site as on-line repository for executive producers and film financing professionals which includes independent film production tools, financing information, motion picture projects, tutorials and explanations of film financing vehicles, articles, market data, industry information, as well as, logos, graphics, sounds, images, data, services, and the underlying intellectual property rights thereto (collectively the “Content”).

By accessing, using or downloading any Content from this Site, you acknowledge your agreement to be bound by these Terms and Conditions. If you do not agree to be bound by these Terms and Conditions, please do not access this Site or otherwise use or download Content from this Site. We reserve the right to update or modify these Terms and Conditions at any time, and without prior notice to you. Your use of the Site following such modification or update constitutes your acceptance to be bound by these Terms and Conditions as changed or modified. We encourage you to read through and review these Terms and Conditions each time you access the Site.

IF YOU DO NOT AGREE WITH ANY PART OF THESE TERMS AND CONDITIONS, YOU MUST NOT USE THIS SITE.

1. Information Disclaimer; Forward-Looking Statements. THE CONTENT ON THIS SITE IS PRESENTED IN A SUMMARY FASHION, AND IS INTENDED TO BE USED FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES. The Content is not intended to be and should not be interpreted as a recommendation or an endorsement of any specific film project, financing structure or business opportunity.

THIS SITE IS NOT INTENDED TO CONSTITUTE PROFESSIONAL OR LEGAL ADVICE PERTAINING TO ANY OF THE PROJECTS, FINANCING STRUCTURES OR BUSINESS OPPORTUNITIES OFFERED BY OTHER PARTIES ON THIS SITE. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE VERACITY OF THE CONTENT CONTAINED HEREIN OR THE QUALIFICATIONS OF ANY THIRD PARTY SEEKING FINANICNG FOR A FILM PROJECT OR FOR ANYTHIRD PARTY SUPPLYING FINANCIAL INFORMATION ON THIS SITE.

MATERIAL PORTIONS OF THE INFORMATION PRESENTED IN THIS WEBSITE CONSTITUTE “FORWARD-LOOKING STATEMENTS” WHICH CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS “MAY”, “WILL”, “EXPECT”, “ANTICIPATE”, “ESTIMATE”, “PLAN”, OR “CONTINUE” OR THE NEGATIVE FORM THEREOF OR OTHER VARIATIONS THEREON OR COMPARABLE TERMINOLOGY. SUCH FORWARD-LOOKING STATEMENTS MAY REPRESENT THE SUBJECTIVE VIEWS OF THE COMPANY’S MANAGEMENT OR THE VIEWES OF THIRD PARTY PRODUCERS POSTING THEIR PORJECTS ON THE SITE, AND SUCH CURRENT ESTIMATES OF FUTURE PERFORMANCE OF THE FILM INDUSTRY ARE BASED ON ASSUMPTIONS WHICH MAY OR MAY NOT PROVE TO BE CORRECT. THERE CAN BE NO ASSURANCE THAT SUCH STATED VIEWS ARE ACCURATE AND NOTHING CONTAINED HEREIN IS OR SHOULD BE RELIED ON AS A REPRESENTATION, WARRANTY OR PROMISE AS TO THE FUTURE PERFORMANCE OR CONDITION BY THE COMPANY. INDUSTRY EXPERTS MAY DISAGREE WITH THESE ASSUMPTIONS AND WITH COMPANY’S VIEW OF THE MARKET AND THE PROSPECTS OF ANY BUSINESS OPPORTUNITY PROPOSED BY THIRD PARTIES ON THIS SITE.

You agree that by using this Site, you will assume sole responsibility to exercise your own judgment when participating in any activity, relying on any Content, or otherwise engaging with other members or film projects and we disclaim all responsibility for any advice, suggestions, courses of action, or Content provided on this Site, including without limitation, Content provided to you by other members or film producers. Further, you should not rely upon claims of professional qualifications or other authoritative assertions made by other users.

2. Ownership; License. All Content published by the Company shall be owned exclusively by the Company and we reserve all rights related thereto. You and the Company acknowledge that all materials, scripts, treatments, budgets, business plans, audio-visual works, commentary, communications, content, information, materials, and assignments provided by or contributed by qualified film producers and accepted by Company pursuant to Section 3 below (collectively, the “Submitted Content”) shall be owned by the person submitting the Submitted Content (the “Submitting Producer”). The Content and Submitted Content are protected by copyright, trade dress and other laws and may not be copied or imitated in whole or in part. All product names, company names, marks, logos, and symbols may be the trademarks of their respective owners. If you are a Submitting producer, you agree that as a condition of using the Site, you hereby grant to us a royalty-free, revocable, non-exclusive, right and license to republish the Submitted Content for the purpose of allowing the Site’s members to evaluate your project.

3. Submitted Content. ALL SUBMITTED CONTENT SHALL BE SUBJECT TO SCREENING AND ACCEPTANCE BY COMPANY’S STAFF BEFORE DISTRIBUTION TO MEMBERS. ALL INQUIRIES SHALL BE DIRECTED TO INFO@GOLDRUSHENTERTAINMENT.COM FOR CONSIDERATION. FURTHER, ALL SUBMISSIONS SHALL REQUIRE THE SUBMITTING PRODUCER TO EXECUTE COMPANY’S THEN-CURRENT SUBMISSION RELEASE AGREEMENT AS A CONDITION OF REVIEW. ANY SUBMITTING PRODUCER WHO DOES NOT FOLLOW THE ABOVE PROCESS SHALL BE CONSIDERED TO HAVE TENDERED AN UNSOLICITED SUBMISSION UNDER SECTION 6 (b) BELOW.

4. License. We hereby grant you the right to view and use this Site in accordance with these Terms and Conditions. You may download and/or print a copy of the Content for your personal and non-commercial use only (the “Permitted Uses”) provided the Content is not modified in any way and all copyright and other proprietary notices are kept intact. You agree to use the Content lawfully and only for the Permitted Uses. No other use of the Content is permitted. Permission to reprint or electronically reproduce any document, video or graphic in whole or in part for any other purpose is expressly prohibited, unless prior written consent is obtained from the respective copyright holder(s). Furthermore, you may not sell, resell, modify, reverse engineer, decompile, disassemble, frame or create derivative works of or otherwise exploit for any commercial purpose the Site, the Content, or another user’s Submitted Content or any portion thereof without our prior written consent oft the owner in each instance.

5. Trademarks. All of the trademarks, service marks, and logos displayed on this Site (the “Trademarks”) are registered and unregistered trademarks of GoldRush Entertainment, Inc., its affiliates, or third parties. Nothing in this Site should be construed as granting, by implication, estoppel, or otherwise, any license or right in and to the Trademarks without our express written permission or the express written permission of the applicable third party. Except as expressly provided in this Agreement, any use of the Trademarks is expressly prohibited.

6. Usage Rules.

We reserve the right to deny you access to any and all parts of this Site and terminate your account, for any reason, and at our sole discretion. The following rules shall govern your conduct regarding the use of the Site.

(a) Unlawful Purposes. In order to create a hospitable environment for all of our members, certain types of activities and communications are prohibited. As a condition of your use of the Site, you agree that you will not use the Content or Submitted Content for any purpose that is unlawful or prohibited by these Terms and Conditions. You also agree that if you are an authorized submitter you are responsible for Submitted Content that is published through your account to the Site. You may not post or transmit any message or Submitted Content which is libelous, defamatory or which discloses private or personal matters concerning any person other than yourself. You may not post or transmit any message, data, image or program which is indecent, obscene or pornographic.

(b) Unsolicited Materials. This Site may provide opportunities to provide us feedback regarding the Site, however we do not accept unsolicited submissions of ideas, treatments, scripts, projects, artwork or content, including ideas for new advertising campaigns, new promotions, optioned properties, new technologies, processes, materials, products and services or marketing plans (collectively “Unsolicited Materials”).

WE DO NOT ACCEPT UNSOLICITED MATERIALS. ACCORDINGLY, PLEASE DO NOT SEND SUCH UNSOLICITED MATERIALS TO US. IF YOU WISH FOR US TO EVALUATE YOUR SCRIPT OR PROJECT, YOU ARE REQUIRED TO FOLLOW THE PROCEDURES SET FORTH IN SECTION 3 ABOVE.

By providing Unsolicited Materials without complying with the procedures in Section 3 above, you thereby grant us a perpetual, royalty-free, fully paid up and irrevocable right and license to use, reproduce, modify, publicly display, distribute, transmit, sublicense, create derivative works from, transfer, sublicense and sell such Unsolicited Materials. We owe you no obligation related to Unsolicited Materials and you expressly release us and our members from any liability related to Unsolicited Materials.

(c) Prohibition on Use by Minors. This Site is intended for an adult audience and CHILDREN UNDER THE AGE OF EIGHTEEN ARE NOT PERMITTED TO USE THIS SITE.

(d) No Monitoring of postings. In general, any postings by users are not guaranteed to be monitored for unacceptable use, nor is there any guarantee that Submitted Content will remain confidential or secure. Further, no statements made on the Site between any users will be authenticated or endorsed by us. However, we may in our sole discretion, but without the obligation, choose to monitor communications between members and Submitting Producers as part of an investigation of reported abuses or otherwise where we may deem appropriate. We reserve the right to block transmission of, and or remove any Submitted Content, at any time, for any reason, and without prior notice to you.

(e) Unauthorized access. You shall not permit any other person (other than an agent acting on your behalf and subject to your direct supervision) to access the Site using your account for any purpose.

(f) Infringing Submitted Content. You shall not post on the Site or transmit any Submitted Content to a member that would violate the intellectual property, trade secrets or privacy rights of others, including unauthorized copyrighted text, images or programs, photographs, signatures, images, likenesses, voice, trade secrets or other confidential proprietary information, and trademarks or service marks used in an infringing fashion.

(g) Interference with Other Users’ Use. You shall not interfere with other users’ use of the Site, including, without limitation, disrupting the normal flow of dialogue between users, spamming or otherwise using abusive tactics to deter others from participating in the use of the Site.

(h) Harmful Code. You may not post or transmit any file to this Site or to any other user which contains viruses, worms, time bombs, Trojan horses or any other contaminating or destructive code.

(i) Abusive Conduct. You may not post or transmit any message which is harmful, threatening, abusive or hateful. It is not our intent to discourage users from taking controversial positions or expressing vigorously what may be unpopular views; however, we reserve the right to take such action, as we deem appropriate in cases where the Submitted Content is being used to disseminate statements, which are deeply and widely offensive and/or harmful. However, we are not obligated to take any action.

(j) Unsolicited Communications Prohibited. You may not post or transmit charity requests, petitions for signatures, solicitations for the sale of securities, chain letters or letters relating to pyramid schemes. You may not post or transmit any advertising, promotional materials or any other solicitation of other users to use goods or services other than those advertised by the Company on the Site.

7. No Review of Postings & Uploads. The Company does not and cannot review, and is therefore not responsible for, clearances, chain of title, theatrical and DVD performance, ancillary potential, or other exploitation possibilities attributed to Submitted Content provided by Submitting Producers. WE DO NOT WARRANT THE VERACITY, COMPLETENESS OR ACCURACY OR LIKELIHOOD OF ANY CLAIMS MADE BY SUBMITTING PRODUCERS PERTAINING TO SUBMITTED CONTENT, INCLUDING, WITHOUT LIMITATION, CLAIMS OF TALENT ATTACHMENT, PRE-SALES, FINANCING VEHICLES, MINIMUM GUARANTEES, DISTRIBUTION AND/OR TAX CREDITS.

8. Procedures for Claimed Copyright Infringement. We respect the intellectual property rights of others, and ask that you do the same. As such, the infringement of others’ intellectual property rights will not be tolerated and may result in the termination of the infringing party’s account. Please note that we can only address infringing materials posted on our Site that have been reported to us, and cannot be responsible if any Submitted Content is repurposed or otherwise copied from the Site and used in other mediums prior to us removing such infringing content.

If you believe that your work has been copied in a way that constitutes copyright infringement, in accordance with the Digital Millennium Copyright Act, please provide the following information to our agent:

(a) an electronic or physical signature of the person authorized to act on behalf of the copyright owner;

(b) a description of the copyrighted work that you claim has been infringed;

(c) a description of where the material you claim is infringing is located on the Site;

(d) your address, telephone number, and email address;

(e) a statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

(f) A statement made by you, under the penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or duly authorized to act on the copyright owner’s behalf; and

We are not responsible for backing up your account information, Submitted Content or other type of data attributed to your use of the Site. YOU EXPRESSLY AGREE TO ASSUME THE SOLE RISK OF BACKING UP ALL SUBMITTED CONTENT THAT YOU CONTRIBUTE TO THE SITE AND EXPRESSLY AGREE THAT WE WILL HAVE NO LIABILITY WITH RESPECT TO LOST SUBMITTED CONTENT, WHETHER YOUR OWN OR THAT BELONGING TO THIRD PARTIES.

10. Privacy Policy

The Company’s Privacy Policy at goldrushentertainment.com covers the Company’s treatment of your personally identifiable information (“Personal Data“) as well as general demographic information (“Demographic Data”) that we gather when you access and use this Site, when you use our Content or when you post your Submitted Content to the Site.

11. Advertising, Linking and Framing. The Site may contain links to or advertisements for web sites operated by other parties (the “Third Party Sites”). The links to and advertisements concerning Third Party Sites are provided for your convenience only. We do not control such Third Party Sites and we are not responsible for the content and performance of these Third Party Sites or for your transactions with them. Our inclusion of links to or advertisements for such Third Party Sites does not imply any endorsement of the material on such Third Party Sites or any association with their operators. The Company and its Third Party Providers do not recommend or endorse the content on any Third Party Sites. The Company is not responsible for the content of linked Third Party Sites, sites framed within the Site, or third party advertisements on the Site, and does not make any representations regarding their content or accuracy. Your use of Third Party Sites is at your own risk and subject to the terms and conditions of use for such sites. The Company and its Third Party Providers do not endorse any products or services advertised on the Site.

12. Disclaimers.

a. Geographic Disclaimer. The Site is administered by the Company from Ontario, Canada and is intended solely for users who are US and Canadian residents. Access to the Site and the Content as well as the terms of our Privacy Policy may not be legal for some persons or in some countries outside the United States and Canada. Additionally If you elect to access and use the Site and Content from outside of the United States or Canada, you do so at your own risk and are solely responsible for complying with all applicable laws and regulations.

b. DISCLAIMER OF WARRANTIES. THIS SITE AND THE CONTENT ARE PROVIDED “AS IS”, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE., TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE CONTENT, PRODUCTS, SERVICES AND ALL OTHER INFORMATION CONTAINED ON AND/OR MADE AVAILABLE THROUGH THIS SITE, INCLUDING BUT NOT LIMITED TO THE AVAILABILITY OF THIS SITE, LACK OF VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES, OR ANY FAILURE TO PROVIDE THE SITE OR ACCESS THERETO BY USERS. WE DO NOT GUARANTEE THE TIMELINESS, VALIDITY, COMPLETENESS OR ACCURACY OF THE CONTENT. ALTHOUGH WE MAY UPDATE THE CONTENT ON THIS SITE FROM TIME TO TIME, PLEASE NOTE THAT INFORMATION PERTAINING TO THE MOTION PICTURE INDUSTRY CHANGE RAPIDLY. THEREFORE, SOME OF THE INFORMATION MAY BE OUT OF DATE AND/OR MAY CONTAIN INACCURACIES OR TYPOGRAPHICAL ERRORS. BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THESE EXCLUSIONS MAY NOT APPLY TO YOU.

13. Indemnification. You agree to indemnify, defend and hold harmless the Company, its affiliates, officers, directors, employees, agents, information providers, partners, advertisers and suppliers (the “Protected Parties”) from and against all losses, expenses, damages and costs, including reasonable attorney’s fees, resulting from (a) provision of Unsolicited Materials or Submitted Content by you, or (b) your use of the Content or Site; and/or (c) your breach of the terms of these Terms and Conditions, (including infringement of third parties’ worldwide intellectual property rights or negligent or wrongful conduct) by you or any other person accessing the Site using your account.

14. WAIVER, RELEASE AND LIMITATION OF LIABILITY. YOU AGREE THAT NONE OF THE PROTECTED PARTIES SHALL HAVE ANY LIABILITY TO YOU UNDER ANY THEORY OF LIABILITY OR INDEMNITY IN CONNECTION WITH YOUR USE OF THE SITE. YOU HEREBY RELEASE AND FOREVER WAIVE ANY AND ALL CLAIMS YOU MAY HAVE AGAINST THE PROTECTED PARTIES (INCLUDING BUT NOT LIMITED TO CLAIMS BASED UPON THE NEGLIGENCE OF ANY OF THE PROTECTED PARTIES) FOR LOSSES OR DAMAGES YOU SUSTAIN IN CONNECTION WITH YOUR USE OF THE SITE.

NOTWITHSTANDING THE FOREGOING PARAGRAPH, THE TOTAL LIABILITY OF THE PROTECTED PARTIES, IF ANY, FOR LOSSES OR DAMAGES SHALL NOT EXCEED THE FEES PAID BY THE USER TO THE COMPANY FOR THE PARTICULAR INFORMATION OR SERVICE PROVIDED. IN NO EVENT SHALL ANY OF THE PROTECTED PARTIES BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE ARISING FROM ANY USE OF THIS SITE OR THE CONTENT EVEN IF THE PROTECTED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NONE OF PROTECTED PARTIES WILL BE LIABLE OR HAVE ANY RESPONSIBILITY OF ANY KIND FOR ANY LOSSES, DAMAGE OR DESTRUCTION OF DATA, INCLUDING, WITHOUT LIMITATION, LOSS OF ALL YOUR SUBMITTED CONTENT, THAT AND DAMAGES OR LOSSESS YOU INCUR IN THE EVENT OF ANY FAILURE OR INTERRUPTION OF THIS SITE OR OUR EQUIPMENT, OR RESULTING FROM THE ACT OR OMISSION OF ANY OTHER PARTY INVOLVED IN MAKING THIS SITE AVAILABLE TO YOU OR COLLECTING THE DATA CONTAINED THEREIN, OR FROM ANY OTHER CAUSE RELATING TO YOUR ACCESS TO OR YOUR INABILITY TO ACCESS THE SITE, THE CONTENT, OR YOUR SUBMITTED CONTENT WHETHER OR NOT THE CIRCUMSTANCES GIVING RISE TO SUCH CAUSE MAY HAVE BEEN WITHIN THE CONTROL OF ANY OF THE PROTECTED PARTIES.

SOME STATES DO NOT ALLOW THE EXCLUSION OF DAMAGES OR LIMITATION OF LIABILITY AS SET FORTH ABOVE, SO THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU. IF ANY PART OF THIS LIMITATION DOES NOT APPLY TO BE INVALID OR UNENFORCEABLE, FOR ANY REASON, THAN UNDER THOSE CIRCUMSTANCES, THE AGGREGATE LIABILITY OF THE PROTECTED PARTIES SHALL NOT EXCEED ONE HUNDRED ($100) DOLLARS (USD) IN THE AGGREGATE. IF ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE; ALL LIMITATIONS OF LIABILITY, DISCLAIMERS OF LIABILITY, AND EXCLUSIONS OF LIABILITY SHALL REMAIN IN EFFECT.

15. Third Party Rights. The provisions of paragraphs 12 (Indemnification) and 13 (Waiver, Release and Limitation of Liability) are for the benefit of the Protected Parties. Each of the Protected Parties shall have the right to assert and enforce those provisions directly against you on its own behalf.

16. User Representations. You represent and warrant that you are at least 18 years of age, or if not, that your parent or legal guardian has accepted these Terms and Conditions on your behalf and that you or they possess the legal right and ability to enter into these Terms and Conditions and to use the Site in accordance with these Terms and Conditions. You or they, as applicable, agree to be financially responsible for your use of the Site (as well as for use of your account by others (whether authorized or unauthorized), including use by any minors living with you) and to comply with your responsibilities and obligations as stated in these Terms and Conditions. If you are a “Member” of goldrushentertainment.com, you represent and warrant that all information you have provided in your application for Membership is true and correct in all material respects.

17. Miscellaneous. These Terms and Conditions shall be governed by and construed in accordance with the laws of Ontario, Canada, without regarding provisions relating to conflicts of law. You agree that any legal action or proceeding between the Company and you for any purpose concerning these Terms and Conditions or the parties’ obligations hereunder shall be brought exclusively in the state or federal courts located in Ontario, Canada, and we both expressly consent to such jurisdiction. These Terms and Conditions constitute the entire Agreement between The Company and you with respect to your access and use of the Site. Any failure by us to insist upon or enforce strict performance of any provision of these Terms and Conditions shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of these Terms and Conditions. If any provision hereof shall be held to be invalid or unenforceable, then such provision shall be reformed to the extent necessary to make such provision valid and enforceable when so applied. We may assign our rights and duties under these Terms and Conditions to any party at any time without notice to you.

18. Notice. We may deliver notice to you under these Terms and Conditions by means of electronic mail, a general notice on the Site, or by written communication delivered by first class mail to your address on record in your account information, if any. You may give notice to us at any time by email to the following address: